1. Validity of terms
(1) The below General Terms and Conditions of Business apply to all deliveries and services provided by UNIONZEISS Büro- und Objekteinrichtung GmbH (subsequently UNIONZEISS). Any differing terms and conditions of the customer are not recognised by UNIONZEISS unless agreed otherwise in writing.
(2) The terms and conditions apply to the entire duration of current and future business associations with the customer even if they are not expressly referred to in a subsequent business transaction.
(3) The provisions of numbers 1 (2), 5 (2), 8 (2), 8 (4) as well as 10 (1) do not apply if the customer is a merchant or legal person under public law or who represents a special fund under public law.
2. Conclusion of contract
(1) All offers provided by UNIONZEISS are non-binding.
(2) All drafts, illustrations, depictions and other documents belonging to an offer of UNIONZEISS remain the property of UNIONZEISS. UNIONZEISS retains all copyright and other rights. Any documents given to the customer must be returned to UNIONZEISS upon request.
(1) All prices quoted are net without deduction of early payment or cash discount and are payable immediately. Any differing agreements must be agreed upon contract completion and made in writing.
(2) If it is agreed that the items or services to be provided will follow at a date which is more than four months after contract completion and an upstream supplier / sub-company changes their prices during this time, the customer will be charged for any added extra costs this involves for UNIONZEISS.
(3) Unless another payment method has been agreed, the cost of a delivery or service is due upon receipt of the invoice.
(4) If the customer is in default of payment, UNIONZESS is entitled to charge default interest in accordance with § 288 Para. 1 German Civil Code with consumers and in accordance with § 288 Para. 2 German Civil Code with business persons/merchants unless the customer proves that the damage caused by default did not occur or is considerably less. Conversely, UNIONZEISS is free to present evidence that the damage caused was greater.
(5) Payments by bills of exchange require a prior written agreement. Bills of exchange and cheques are only accepted on account of payment. Any costs involved in discounting or collection of bills of exchange will be charged to the customer.
(6) If the customer’s financial circumstances worsen considerably after contract completion and may jeopardise the claim for payment, UNIONZEISS is entitled to refuse completion of service until payment has been made or security offered for this.
4. Delivery period, part deliveries(1) Delivery dates are non-binding unless UNIONZEISS has agreed on a binding delivery date in writing. The delivery period begins with the order assignment and if UNIONZEISS has all the documents which are to be provided by the customer. If such documents are missing, the delivery period starts on the day on which the customer has fulfilled the necessary requirements needed for this. This also applies when the customer has to make an advance payment upon contract completion if this is agreed in the contract. In such a case the delivery period starts on the day the cash payment / unconditional credit note for the advance payment has been received by a UNIONZEISS account.
(2) If a binding delivery period has been exceeded for reasons to be represented by UNIONZEISS, the customer is obliged to set UNIONZEISS an extension of at least three weeks. Once this final deadline has expired, the customer is, in accordance with legal requirements, entitled to fully or partly withdraw from the contract or assert his legal rights.
(3) If UNIONZEISS is not responsible for exceeding a delivery period in particular due to a strike or lockout at a pre-supplier, transport disturbances or other major restrictions or impediments which hinder fulfilment, the delivery period will be extended by the period of the impediment or restriction to fulfilment. If such a disturbance lasts longer than four weeks each party is entitled to withdraw from the contract. Further claims excluded. The same applies when UNIONZEISS does not receive a delivery on time from a supplier although UNIONZEISS made the order in good time and UNIONZEISS is not responsible for the delay of its own delivery also not for another reason.
(4) Part deliveries are permitted within the delivery period as long as this does not involve a disadvantage for use.
(1) In the case of obvious defects in the supplied goods or services, the customer must inform UNIONZEISS immediately upon receipt of these otherwise the goods or service will be regarded as approved. For evidence related reasons, it is recommended that the customer provides written notice of the defects.
(2) In the case of hidden defects, the customer must inform UNIONZEISS immediately after these have been discovered. If a defect becomes evident later than six months after the receipt, the customer must prove that the item was defective at the time of passing of risk.
(3) When defects are reported within the given time, UNIONZEISS is obliged to choose between rectification and replacement. Several rectifications or replacements are permitted as long as this is acceptable for the customer. Replaced parts become the property of UNIONZEISS. If the rectification or replacement fails, the customer is entitled to demand a reduction of the agreed price or rescind the contract.
(4) Goods are subject to differences in the structure and colour compared to display items and samples in so far as this is in the nature of the materials used (solid wood, varnishing, natural stone slabs, leather, textiles etc) and reasonable for the customer.
(5) Irrespective of the above provisions, UNIONZEISS is liable without limitation for guaranteed properties. Insofar legal provisions apply.
(6) Illustrations, drawings, dimensions and weights and other service data only represent non-binding approximate values unless agreed otherwise by the parties with a special written mention.
6. Contractual and non-contractual liability of UNIONZEISS
(1) The customer cannot assert any claims against UNIONZEISS or its vicarious agents for whatever legal reason for damages arising from the violation of contractual or pre or post-contractual obligations in so far as the violation of these obligations is not based on intent or gross negligence. If the customer provides evidence that UNIONZEISS has violated an important contractual obligation, UNIONZEISS assumes liability for all assignable blame without restriction.
(2) In the case of violation of legal obligations, in particular damage compensation obligations due to unlawful acts, UNIONZEISS only assumes liable if it is responsible for intent or gross negligence.
(3) The liability limitations in Para. 1 and 2 also apply to the benefit of the employees of UNIONZEISS.
7. Liability of the customer
(1) The liability of the customer is subject to legal provisions and terms and conditions of business of UNIONZEISS. If, based on legal provisions, UNIONZEISS is entitled to claim damages from the customer due to non fulfilment and if the goods have not been delivered to the customer yet or if these are revoked by UNIONZEISS, UNIONZEISS is able to demand, without special evidence, handling costs of 25% of the agreed price for the non delivered / revoked goods as compensation. This does not apply if the customer proves that the damage did not occur or is considerably less than the flat sum. Conversely, UNIONZEISS is, with corresponding evidence, entitled to demand damages exceeding the flat sum.
(2) UNIONZEISS guarantees that its consulting services are provided to the best of its knowledge and belief. Claims against UNIONZEISS or its vicarious agents, for whatever reason, are restricted to 25,000 euros.
8. Retention of title
(1) UNIONZEISS reserves ownership of the delivered goods until the full payment of the purchase price has been received.
(2) In the case of several orders, the retention of title covers goods until the full payment of the goods supplied within the framework of the business association with the customer has been made.
(3) If the goods delivered by UNIONZEISS are associated with other items, UNIONZEISS acquires joint ownership of the newly produced items in relationship to the invoice sums of the supplied goods – if these are not available, in relationship to the current market price of the other items.
(4) The customer will store the goods owned or co-owned by UNIONZEISS (goods subject to retention of title) with the due diligence of a prudent businessman.
(5) The customer assigns all receivables which arise from the authorised or unauthorised resale, or from other legal transactions relating to the goods subject to retention of title, to UNIONZEISS to secure all current and future claims arising from the business association with the customer to the sum which UNIONZEISS is entitled to as owner or co-owner of the goods subject to retention of title. UNIONZEISS hereby accepts the assignment. The same applies to all claims against third parties which the customer is entitled to due to damages, destruction or withdrawal of the goods subject to retention of title.
(6) The customer is not authorised to make pledges and regulations concerning the goods subject to retention of title which influence or compromise the rights of UNIONZEISS. The customer must notify and inform UNIONZEISS immediately if third parties have accessed the goods subject to retention of title or claims assigned to UNIONZEISS as security by handing over the necessary documents required for third party proceedings.
(7) If the value of the security exceeds the value of the claim of UNIONZEISS by more than 20%, the customer is entitled to demand the release of an appropriate part of the securities.
(8) If the customer is in default of payment, UNIONZEISS is entitled, after expiration of a suitable deadline which has been set for the customer to make this payment, to label (or assign a third party to do so) the goods delivered under retention of title as the property of UNIONZEISS, prohibit the further use of these and withdraw from the contract and demand the return of the items / take these back itself. The legal provisions on the dispensability of setting a deadline remain unaffected by this.
9. Right of retention, offsetting and assignment
(1) A right of retention of the customer which is not based on the same legal relationship is excluded.
(2) The customer cannot offset counterclaims unless they are undisputed or established as final and absolute.
(3) The customer cannot transfer his contractual rights and claims to a third party without the written agreement of UNIONZEISS.
(4) In the case of notification of defects, the customer can only receive payments which are in an appropriate relationship to the defects which have occurred.
10. Place of jurisdiction
(1) The sole place of jurisdiction for both parties is Frankfurt am Main. UNIONZEISS is entitled to institute proceedings against the customer at another legitimate place of jurisdiction.
(2) If the customer does not have a legitimate place of jurisdiction inland, Para. 1 also applies to customers who are not merchants / businesspeople.
11. Applicable law
It is solely German law which applies to the legal relationship of the parties. The application of the uniform law governing the international purchase of moveable objects as well as the law governing the conclusion of international contracts of purchase on moveable objects or other international contracts which are not mandatory German law is hereby excluded.
12. Final provisions
(1) The above conditions and additional agreements made at the time of contract completion are complete and replace all earlier verbal and written agreements. Other verbal agreements have not been made.
(2) If one of the terms of the above conditions or additional agreements made at the time of contract completion loses its validity, becomes incomplete or unenforceable, this does not affect the validity of the remaining provisions. The parties are obliged to replace the provision which has lost its validity or is no longer enforceable with an effective and enforceable provision that most closely reflects the commercial purpose of the original. A contractual gap must be filled in the same way.
(3) Amendments and additions to these terms and any other additional agreements made at contract completion require the written form for these to become valid. The same applies to a change in the requirement of the written form.